Jaguar Health Insider Gains Significant Stock Rights in Debt Restructuring Deal

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Form Type

Rhea-AI Filing Summary

Director James J. Bochnowski of Jaguar Health (JAGX) reported significant changes in derivative securities holdings on June 24, 2025. The transactions involved the restructuring of convertible debt and issuance of new warrants:

Disposed of an existing 6% convertible promissory note (27,002 shares at $5.555 conversion price) maturing June 30, 2025
Acquired a new 6% convertible promissory note (28,388 shares at $5.555 conversion price) maturing January 30, 2026
Received a warrant to purchase 54,786 shares at $2.70 per share, exercisable upon stockholder approval and expiring December 24, 2026

All securities are held indirectly through the Bochnowski Family Trust, where Mr. Bochnowski serves as co-trustee with shared voting and investment control. The exchange was part of an issuer exchange offer, effectively extending the debt maturity by 7 months while providing additional warrant coverage as an inducement.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider BOCHNOWSKI JAMES J

Role Director

Type	Security	Shares	Price	Value
Disposition	Convertible Promissory Note	27,002	$150,000.00	$4.05B
Grant/Award	Convertible Promissory Note	28,388	$150,000.00	$4.26B
Grant/Award	Warrant to Purchase Common Stock	54,786	$0.00	$0.00

Holdings After Transaction: Convertible Promissory Note — 28,388 shares (Indirect, See footnote); Warrant to Purchase Common Stock — 27,002 shares (Indirect, See footnote)

Footnotes (3)

F1. The reporting person disposed of a 6% convertible promissory note maturing on 6/30/2025 (the "Original Note") that was originally issued to pursuant to a securities purchase agreement between Jaguar Health, Inc. (the "Company") and the reporting person dated March 26, 2025 in exchange for a new 6% convertible promissory note that matures on 1/30/2026 (the "New Note") in an issuer exchange offer. The New Note is convertible, at the reporting person's option, in part or in full, into an aggregate of 28,388 shares of the Company's voting common stock, par value $0.0001 per share (the "Common Stock"), at a conversion price of $5.555 per share.
F2. As an inducement to enter into the issuer exchange offer, the reporting person received a warrant (the "Warrant") to purchase up to 54,786 shares of Common Stock with an exercise price of $2.70 per share. The Warrant is exercisable immediately upon receipt of stockholder approval and will expire on the earlier of (i) 18 months from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event.
F3. Securities held directly by the Bochnowski Family Trust. Mr. Bochnowski, by virtue of his position as a co-trustee and beneficiary of such trust and his sharing of voting and investment control over the securities held by the trust with his spouse, may be deemed to beneficially own the securities held by the Bochnowski Family Trust for purposes of Section 16

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 06/26/2025 - 04:38 PM

FAQ

What insider trading activity occurred at JAGX on June 24, 2025?

Director James J. Bochnowski exchanged his original 6% convertible promissory note for a new note and received additional warrants. He disposed of a note convertible to 27,002 shares and received a new note convertible to 28,388 shares, plus warrants to purchase 54,786 shares at $2.70 per share.

What are the terms of JAGX's new convertible note issued to Director Bochnowski?

The new 6% convertible promissory note matures on January 30, 2026, and is convertible into 28,388 shares of common stock at a conversion price of $5.555 per share. This note was issued in exchange for an original note that was set to mature on June 30, 2025.

What warrants did JAGX's director Bochnowski receive in June 2025?

As an inducement for the exchange offer, Bochnowski received warrants to purchase 54,786 shares of common stock at an exercise price of $2.70 per share. The warrants are exercisable upon stockholder approval and expire after 18 months from issuance (December 24, 2026).

How does James Bochnowski hold his JAGX securities?

The securities are held indirectly through the Bochnowski Family Trust. As co-trustee and beneficiary of the trust, Bochnowski shares voting and investment control over the securities with his spouse, making him a beneficial owner for Section 16 purposes.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BOCHNOWSKI JAMES J

(Last)

(First)

(Middle)

C/O JAGUAR HEALTH, INC.

200 PINE STREET, SUITE 400

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Jaguar Health, Inc. [ JAGX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Promissory Note	$5.555	06/24/2025		D			27,002	⁽¹⁾	⁽¹⁾	Common Stock	27,002	$150,000⁽¹⁾	0	I	See footnote⁽³⁾
Convertible Promissory Note	$5.555	06/24/2025		A		28,388		⁽¹⁾	⁽¹⁾	Common Stock	28,388	$150,000⁽¹⁾	28,388	I	See footnote⁽³⁾
Warrant to Purchase Common Stock	$2.7	06/24/2025		A		54,786		⁽²⁾	12/24/2026	Common Stock	54,786	⁽²⁾	27,002	I	See footnote⁽³⁾

Explanation of Responses:

1. The reporting person disposed of a 6% convertible promissory note maturing on 6/30/2025 (the "Original Note") that was originally issued to pursuant to a securities purchase agreement between Jaguar Health, Inc. (the "Company") and the reporting person dated March 26, 2025 in exchange for a new 6% convertible promissory note that matures on 1/30/2026 (the "New Note") in an issuer exchange offer. The New Note is convertible, at the reporting person's option, in part or in full, into an aggregate of 28,388 shares of the Company's voting common stock, par value $0.0001 per share (the "Common Stock"), at a conversion price of $5.555 per share.

2. As an inducement to enter into the issuer exchange offer, the reporting person received a warrant (the "Warrant") to purchase up to 54,786 shares of Common Stock with an exercise price of $2.70 per share. The Warrant is exercisable immediately upon receipt of stockholder approval and will expire on the earlier of (i) 18 months from the date of issuance, (ii) the consummation of a fundamental transaction and (iii) the consummation of a liquidation event.

3. Securities held directly by the Bochnowski Family Trust. Mr. Bochnowski, by virtue of his position as a co-trustee and beneficiary of such trust and his sharing of voting and investment control over the securities held by the trust with his spouse, may be deemed to beneficially own the securities held by the Bochnowski Family Trust for purposes of Section 16

	/s/ James J. Bochnowski	06/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR